Infineon launches cash capital increase through accelerated bookbuilding
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR OTHER COUNTRIES WHERE SUCH A PUBLICATION COULD BE UNLAWFUL
AD HOC NOTIFICATION PURSUANT TO ARTICLE 17 OF THE MARKET ABUSE REGULATION ***CAPITAL INCREASE***
Neubiberg, 17 June 2019 – Today, the management board of Infineon Technologies AG („ Infineon“), with the approval of the supervisory board, resolved on a capital increase against cash contributions through partial utilization of the authorized capital. The share capital of Infineon will be increased by 10% by issuing new no‐par value ordinary registered shares against cash contributions under the exclusion of shareholders’ subscription rights, targeting gross proceeds of approx. EUR 1.5 bn. The new shares will carry full dividend rights as from 1 October 2018.
The new shares will be offered for purchase exclusively to institutional investors in a private placement by way of an accelerated bookbuilding process. The private placement will be initiated immediately after this notification. The management board, with the approval of the supervisory board, will determine and announce the placement price and the final gross proceeds following the conclusion of the accelerated bookbuilding process. Following the private placement, Infineon will be subject to a lock-up, i.e. an obligation not to, inter alia, issue further shares or financial instruments convertible into shares or to conduct a further capital increase, of 90 days, subject to market standard exemptions.
Admission of the new shares for trading in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange is expected to take place without a prospectus on 19 June 2019. Trading is expected to commence on 24 June 2019. It is intended to include the new shares in the existing listings of the company's shares. The delivery of the new shares is scheduled for 24 June 2019.
The expected net proceeds from the capital increase shall be used to partially finance the purchase price for the planned acquisition of Cypress Semiconductor Corporation as announced by Infineon on 3 June 2019, by replacing a portion of the undrawn commitments under the syndicated term loan facility agreement entered into by Infineon.
The distribution of this announcement and the offering of the shares of Infineon in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
Securities may not be offered or sold absent registration except pursuant to an exemption from, or a transaction not subject to, the registration requirements under the U.S. Securities Act of 1933, as amended. There will be no public offer of securities in the United States of America or in any other jurisdiction.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are 'qualified investors' within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, the "Prospectus Directive") ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at Qualified Investors who are persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (ii) falling within Article 49(2)(a) to (d) (high net worth companies, incorporated associations, etc.) of the Order.
To the extent this announcement contains predictions, expectations or statements, estimates, opinions and projections with respect to anticipated future performance of Infineon (“forward-looking statements”), they are based upon current views and assumptions of the Infineon management, which were made to its best knowledge. Forward-looking statements reflect various assumptions taken from Infineon’s current business plan or from public sources which have not been independently verified or assessed by Infineon and which may or may not prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors which could cause the earnings position, profitability, performance or the results of Infineon or the success of the industries in which Infineon operates to differ materially from the earnings position, profitability, performance or the results expressly or implicitly assumed or described in these forward-looking statements. In consideration of these risks, uncertainties and other factors, persons receiving this document are advised not to rely on these forward-looking statements. Infineon does not assume any liability or guarantee for such forward-looking statements and will not adjust them to any future results and developments.
Information to Distributors
Pursuant to EU product governance requirements, the shares have been subject to a product approval process, under which each distributor has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II. Any distributor subsequently offering the shares is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.